JCB Corporate Card

JCB CORPORATE CHARGE CARD AGREEMENT AND DISCLOSURE

Before using the enclosed card, read this Agreement carefully. This Agreement governs the Corporate Charge Card Account (“Account”) and Card (“Card”) that JCB International Credit Card Co., Ltd. (“we,” “us,” or “our”) has established for you. By signing, accepting or using the Card, you agree to all of the terms written below. We thank you for choosing JCB.

1. USE OF ACCOUNT.

You can use your Card to obtain cash, goods, or services. You agree that you will use your Card for business purposes only. You agree that you will not use your Card for any personal, family or household purposes and for any purpose that violates any federal law. You may use your Card to pay for goods and services wherever the Card is honored. You may use your Card to obtain cash from branch offices of participating financial institutions or automated teller machines (“ATM”) linked to a participating ATM network. Any cash advance will be an open-end loan offered pursuant to Division 9, Chapter 3, Article 4 of the California Financial Code.

2. CHARGE LIMIT.

We may, from time to time, establish a charge limit for the Account. You agree not to make purchases or obtain cash advances that result in your Account balance exceeding this limit.

3. PROMISE TO PAY.

You promise to pay, and you are fully liable for, all purchases, cash advances, fees and charges posted to your Account as a result of use of your Account.

4. USE BY OTHER PERSONS.

You promise that you will not permit any other person to use your Card. If you breach this promise, you must recover your Card from that person to terminate any authority you gave that person to use your Card and you will be liable for all charges made by that person.

5. BILLING STATEMENT.

Your monthly billing statement is due and payable in full when delivered to you at the billing address set forth on the statement. Company may elect central billing (in which case in normal course Company will pay the bill) or individual billing (in which case in normal course Employee will pay the bill). Statements with the central billing option will be sent to Company. Statements with the individual billing option will be sent to Employee. Employee is liable for charges on an Account to the same extent, whether Company elects central or individual billing.

A billing statement is payable in U.S. dollars with a money order, check or draft drawn on a financial institution in the United States, at the address shown on the statement. Payment by drawings on financial institutions located outside the United States are subject to collection fees and you agree to reimburse us for any such fees assessed.

6. CURRENCY CONVERSION.

If you use the Card for a transaction in a currency other than U.S. dollars, we and our affiliate company will convert such transaction amount into U.S. dollars pursuant to the then-applicable conversion procedures and operating regulations. Currently, we and our affiliate company use wholesale exchange rates, with the exception of certain currencies where there are government-mandated exchange rates. In each case, such applicable rate will be increased by 1.1% by our affiliate company as an exchange fee and we will bill you for the U.S. dollar amount so calculated. If a credit is issued for a transaction, the credit amount will be calculated in the same manner. The currency conversion rate used on the conversion date may differ from the rate in effect on the date you transact on the Card or the date on which such transaction is posted. You agree to accept such converted amount in U.S. dollars.

7. FEES AND CHARGES.

The following fees and charges will be imposed upon your Account according to applicable state laws.

Annual Fee. You agree to pay an annual Card fee of $30.00 for the Card. This fee is not refundable even if the Account is not available for an entire year, regardless of the reason.

Late Charges. If we do not receive payment in full for the amount on your monthly billing statement as the “Total Payment Due” within fifteen (15) days of the next Billing Cycle Closing Date (or forty-five (45) days of the original Billing Cycle Closing Date), we may impose a late charge as follows: (i) for residents of California under California State Law, no late charge will be imposed, and (ii) for non-California residents, we may impose a late charge of one and one-quarter percent (1.25%) of the unpaid amount (but at least $5.00), with the maximum amount of $999.99.

Dishonored Check Charge. You agree to pay a $10.00 charge for each dishonored check or money order presented to us for payment.

Service Charges. If you request a duplicate statement or a copy of any sales draft or other document concerning any charge reflected on an Account statement, we will supply copies for $5.00 each, payable in advance. If you request information that requires research, a fee of $15.00 per hour will be charged to your Account. However, if any request for copies or research is made to dispute a charge on the Account, and it turns out the charge was in error, we will credit the Account for any service charges imposed.

Cash Advance Fee. You will pay a cash advance fee as follows: (i) for residents of California, no cash advance fee is imposed, but you will be charged finance charges on cash advances calculated by multiplying the average daily balance of cash advances by a monthly periodic rate of one and six-tenths percent (1.60%), and (ii) for non-California residents, you will be charged a cash advance fee of three percent (3.00%) of the amount of any cash advance made on your Account.

Collection Costs. You will pay the cost of collecting the Account or retrieving the Card, including court costs and reasonable attorneys’ fees, whether or not a lawsuit is filed.

8. SECURITY INTEREST.

Your Account with us is not secured. None of your real or personal property will secure your Account, regardless of any other agreement you may have with us.

9. FINANCIAL DATA AND CREDIT INFORMATION.

You agree to give us a current financial statement or new credit information, from time to time, upon request. From time to time we may release information about our experience with you and your credit records to others as permissible by law. We can reinvestigate any information you provided on your application at any time, and in the course of doing so we may ask you for additional information, request credit bureau reports and otherwise verify your credit standing. We can exchange information about you and your Account with the Company whose name appears on the Card.

10. CHANGE OF PERSONAL INFORMATION.

You agree to notify us immediately of any change in your name, address, or business telephone number. Your notice must be sent to us at the address set forth on your statement. You agree to notify us immediately of any Card which should no longer be honored.

11. UNAUTHORIZED USE.

You agree to contact us by telephone immediately if someone uses your Card without your permission or if your Card is lost or stolen. You can call toll-free, 24 hours a day, at: 800-366-4522

You may be liable for the unauthorized use of your Card. You will not be liable for unauthorized use that occurs after you notify us, orally or in writing, of the loss, theft, or possible unauthorized use. In any case, your liability will not exceed $50.00.

12. MERCHANT RELATIONS.

We will not be responsible if any merchant or financial institution refuses to honor your Card. If you have a dispute concerning any merchandise or service purchased using your Account, you are responsible for resolving the dispute directly with the merchant. We will not be responsible for errors in cash advance transactions that are due to malfunctions in automated teller machines.

13. AUTHORIZATIONS.

We reserve the right to deny authorization of any purchase or cash advance transaction. You agree that neither we, nor any merchant or authorization service we use, shall be liable for any authorization denial.

14. TERMINATION OF ACCOUNT.

We may terminate your Account at any time, with or without cause, upon written notice. If we receive from you written instructions to terminate your Account, accompanied by all Cards issued to you, we shall do so. Because you have received the Card at the request of Company, we can terminate the Account at Company’s request or if you cease to be employed by the Company or if we determine that the Company is unwilling or unable to meet its obligations to us.

You will be in default if you fail to make any payment when due, exceed any charge limit, supply us with any inaccurate information, become insolvent or bankrupt, become (in our reasonable determination) unable or unwilling to pay your debts, die, or breach any promise or obligation under this Agreement. If you are in default, we can immediately, and without prior notice, close your Account, suspend or terminate all Card privileges, and require you immediately to pay in full all your Account obligations.

If your Account is terminated for any reason, you remain responsible for payment of all outstanding transactions, including those that have not yet been posted to your Account on the terminate date, as well as accrued and future charges and fees, until these outstanding amounts are paid in full.

15. CARD SURRENDER.

You agree to surrender such Card to us or to our agents upon demand, and to promptly cease use of and return all Cards upon termination of your Account.

16. WAIVERS.

We may waive or decline to enforce any of our rights under this Agreement at any time without affecting our ability to enforce those same rights at another time. Our ability to enforce our remaining rights is not affected if we waive any of our rights. We may accept late payments, or partial payments (even if marked “payment in full”) without giving up any of our rights. Should any provision of this Agreement be determined to be invalid or unenforceable under any rule or regulation, that determination will not affect the validity or enforceability of any other provision of the Agreement.

17. CHANGE IN TERMS.

We can change the terms of this Agreement, including terms relating to fees and charges that may be imposed, at any time. If we do this, we will notify you in writing before the effective date of the changes. You will be bound by these changes if you fail to notify us promptly in writing that you wish to terminate this Agreement, or if you use or retain your Card after being notified of the changes. We reserve the right to apply any new terms both to new transactions and to unpaid amounts on your Account.

18. GOVERNING LAW.

Your Account will be governed by, and this Agreement interpreted and enforced in accordance with, the laws of the State of California, even if the Card is used or you reside outside of California.

19. JCB CASH BACK PROGRAM.

You are eligible to receive JCB Cash Back Points when the Card is used for purchase (but not cash advances, check advances, finance charges, and other fees and charges). You will earn one JCB Cash Back Point for every $200.00 in new purchase transactions (net of purchases, credits, chargebacks, and chargeoffs) posted to your Account during a billing period. JCB Cash Back Points will appear on your Account monthly billing statement.

If your Account has at least ten JCB Cash Back Points outstanding on your Account monthly billing statement, you may redeem the JCB Cash Back Points in writing. You are entitled to receive $1.00 for each JCB Cash Back Point redeemed, which will be disbursed to you in the form of a check.

JCB Cash Back Points earned in one calendar year will expire at the end of February in the following calendar year. Beginning March 1st, any JCB Cash Back Points earned in the previous calendar year can no longer be redeemed.

FOR INFORMATION, CONTACT THE DEPARTMENT OF CORPORATIONS, STATE OF CALIFORNIA.